Proxy appointment by Directors for attending / voting at Board Meeting

A Shareholder of a Company can always appoint a proxy, who on his behalf, will attend the meeting of shareholders. But can a director appoint proxy, who on his behalf, will attend the board of directors meeting (board meeting)?

Well, the answer is NO.

The Companies Act, 2013 does not contain any provision which illustrates about the appointment of proxy by a director to attend board meeting neither the Table A in Schedule I has any such provisions.

In the absence of any such provisions, the articles of association of a company can not contain any provisions for appointment of proxy by a director to attend board meeting.

If a Director can't appoint proxy, Can he appoint a person under a Power of Attorney?

The answer would be NO once again. He can't appoint a person under a Power of Attorney to attend board meeting on his behalf. And as he can't attend the meeting itself, the question of voting through power of attorney doesn't arise at all.

It is the duty of a director to attend the board meeting and vote for the agendas he support and feels good for the company. 

In simple words, we can say that a Director is not allowed to appoint anybody, by adopting whatsoever method /way, to represent him in the board meeting or even general meeting or any other statutory meeting of the company.

And therefore, it can be said that the actual attendance and voting at Board meeting can not be avoided/escaped by appointment of a proxy on behalf of a director.

The concept of appointing alternate director may sound similar to the appointment of proxy by director, but the provisions of alternate director are substantially different from appointment of proxy by director.